ADDING SECTION to the BOARD OF DIRECTORS to INCLUDE the APPOINTMENT OF
an ACTIVE BOARD MEMBER AS AN EMERITUS BOARD MEMBER

Emeritus (Active)” Bylaws Language – Section 3.08 of Article III: Emeritus (Active)
1. Purpose
The Emeritus (Active) designation honors former board members who have completed
distinguished service and who wish to continue contributing operationally to the organization.

2. Eligibility
A candidate must:
Have completed at least 3 years of service on the Board of Directors.
Have demonstrated exceptional leadership or expertise essential to ongoing operations.
Be nominated by the Board or Governance Committee.

3. Appointment
Requires a majority (or two‑thirds) vote of the Board of Directors.
Appointment is for a 1‑year renewable term.

4. Rights and Responsibilities
Emeritus (Active) members:
May participate in operational activities, including committees, programs, and strategic
initiatives.
May receive assignments from the Board or Executive Director.
May attend board meetings and participate in discussions.
Do not vote on board matters unless they have been separately elected as a voting Emeritus.
May count toward quorum, if a quorum is not reached.
May chair committees if the current board of directors approves Emeritus to do so.
Serve as advisors and ambassadors for the organization.

5. Boundaries
To preserve governance clarity:
Emeritus (Active) members are not considered board directors unless they are elected through
the normal process.
They may not hold officer positions.
They operate under the direction of the President of the Board or the Executive Director.

6. Removal
The Board may remove the designation by majority vote if necessary for the organization’s best
interests.